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Samvadi LLC Affiliate Agreement

 

 

  1. Definitions"Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Samvadi's products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Samvadi LLC  for sales directly resulting from such display."Affiliate Site" - The Affiliate's website which displays Samvadi's Products and Services and/or promotions."Samvadi's Products and Services" - Products and services that are available for sign up from Samvadi."Commission Fees" - The amount you will be paid for each Qualified sign up by a Referred Customer that you refer to Samvadi LLC  subject to the Commission Threshold and pursuant to the terms of this Agreement.“Commission Threshold” - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from Samvadi."Qualified sign up" - A sale of Samvadi LLC  Products and Services by Samvadi, with a term of one (1) months or longer of paid service after any free-trial, to a Referred Customer that is not excluded under Section G."Referred Customer" - Each new and unique customer referred from Affiliate through a Link (as defined in Section B) that provides valid account and billing information."Registration Form" - Any and all sign up  forms or other sign up or acceptance forms submitted by a customer to sign up Samvadi's Products and Services.

 

  1. Enrollment in the Affiliate Programa.  To begin the enrollment process, you must submit a completed Affiliate Program sign up Form. The sign up Form can be found at https://www.IsOn24.com/affiliates.b.  We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates our Acceptable Use Policy at https://www.ison24.com/terms.c.  If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. Samvadi, in its sole discretion, reserves the right to notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.

 

  1. Promotion of Our Affiliate Relationshipa. Use of Links. 

If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or email to Samvadi's website. You agree to cooperate fully with us in sign up  to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. Samvadi LLC  may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote Samvadi LLC  that are not approved in advance by Samvadi. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to Samvadi LLC  that is going to be displayed on the Affiliate Site must be pre approved by Samvadi LLC  in writing.b. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO 

 

  1. FTC Endorsement Compliancea. It is the intent of Samvadi LLC  to treat all of our customers fairly. Accordingly, we require all Samvadi LLC  Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitations, the Federal Trade Commission (FTC) Endorsement Guides http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, which require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of Samvadi's Products and Services must prominently disclose the fact that you receive compensation for Referred Customers.b. Samvadi LLC  reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with any FTC regulations or guides that we deem relevant.

 

  1. Data SecurityIn addition to the obligations set forth in Section D (FTC Endorsement Compliance), Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the "GDPR"). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Samvadi in complying with any data subject rights request under the GDPR that Samvadi LLC  may receive from any individuals referred to Samvadi LLC  by Affiliate. Affiliate further agrees to promptly assist Samvadi LLC  in complying with any duties to cooperate with supervisory authorities under the GDPR.

 

  1. Order ProcessingSamvadi LLC  will process sign up requests placed by Referred Customers who follow the Links from an Affiliate Site to Samvadi. We reserve the right, in our sole discretion, to reject sign up requests that do not comply with certain requirements that we may establish from time to time. All aspects of sign up request processing and fulfillment, including Samvadi's services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified sign ups generated by your Affiliate Site and will make this information available to you through our website. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.

 

  1. Commission Determination; Qualified sign ups

 

  1. Samvadi LLC  reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Samvadi LLC  reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled sign ups.

 

  1. Samvadi LLC reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a "Qualified sign up." Affiliate is responsible for monitoring the payment, denial and withholding of Commission Fees. Samvadi LLC is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day of the payment would have been due to contact Samvadi LLC to request that the Commission Fee be paid.  Any changes to decisions about cancelled or withheld Commission Fees are strictly made at Samvadi's sole discretion.

 

  1. Commissions for any Referred Customer who is associated with any Samvadi LLC reseller, referral or other program may not be considered a Qualified sign up. In other words, you may not receive double commissions or compensation.

 

  1. In the event that the Referred Customers that are referred to Samvadi LLC by an Affiliate are determined to have an excessive cancellation rate, as determined by Samvadi LLC in its sole discretion. Samvadi LLC reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.

 

  1. Any attempt by an Affiliate to manipulate, falsify or inflate the Referred Customers, Qualified sign ups, or Commission Fees to intentionally defraud Samvadi LLC or any violation of the terms of this Agreement constitutes immediate grounds for Samvadi LLC to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.

 

  1. Accrual of CommissionsCommissions will accrue and only become payable once you provide all relevant tax and address documentation pursuant to Section N below. 

 

  1. Commission Payments

 

  1. Reports of Qualified sign upsYou may log into your affiliate console to review your click through and potential Qualified sign ups statistics on a daily basis. The potential Qualified sign ups shown in this report have not been reviewed to confirm they meet all criteria for Qualified sign ups. As such, Commission Fees may not be issued for all Referred Customers that appear in the affiliate console.

 

  1. Obligations Regarding Your Affiliate Site

 

  1. Samvadi LLC ResponsibilitiesWe will provide all of the information necessary for you to make Links from your Affiliate Site to our site. Samvadi LLC will be solely responsible for sign up processing (including processing, cancellations, and refunds) for sign ups for Samvadi LLC Products and Services placed by a Referred Customer following a Link from your Affiliate Site, for tracking the volume and amount of Qualified sign up statistics. Samvadi LLC will be solely responsible for all sign up processing, including but not limited to payment processing, cancellations, refunds, and related Samvadi LLC service.

 

  1. Policies and PricingReferred Customers who buy Samvadi LLC Products and Services through our affiliate network are deemed to be Samvadi LLC Customers. Samvadi's Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time.For example, Samvadi LLC determines the prices to be charged for Samvadi LLC Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of Samvadi Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that you have listed on your Affiliate Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular Samvadi LLC Product or Service.

 

  1. Emails and PublicityYou shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from Samvadi, to be granted or denied in Samvadi's sole discretion, in each instance. Additionally, you may only send emails containing a Samvadi LLC affiliate link and or a message regarding Samvadi LLC or Samvadi's Affiliate Program to people who have previously consented to receive such communications from you. Your failure to abide by this Section, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program.Further, if your account has excessive clicks in a very short period of time as determined by Samvadi LLC in its sole discretion, the Affiliate relationship may be terminated.

 

  1. Licenses and Use of Samvadi LLC Logos and Trademarks

 

  1. Term and Termination

ModificationWe may notify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fee, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modifications on our website will constitute binding acceptance of the change.

 

  1. DisclaimersWe make no express or implied warranties or representations with request to the Affiliate Program or any Samvadi LLC Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

 

  1. Relationship of PartiesYou and Samvadi LLC are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.

 

  1. Representation and WarrantiesYou hereby represent and warrant to us as follows:

 

  1. Limitation of LiabilityWE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

 

  1. IndemnificationYou hereby agree to indemnify and hold harmless Samvadi LLC and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (III) any claim related to your Affiliate Site, including, without limitations, its development, operation, maintenance and content therein not attributable to us.

 

  1. ConfidentialityEach of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Samvadi LLC customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or sign up  issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

 

  1. Independent InvestigationYou understand that we may at any time (directly or indirectly) solicit Samvadi LLC relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability of participating in the Samvadi LLC Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

 

  1. Miscellaneous